DX Dynex Capital Inc - 8-K

Item 5.02    Departure of Directors or Current Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 21, 2026, the Board of Directors of Dynex Capital Inc. (the “Company”), approved a form of Indemnification Agreement (the “Indemnification Agreement”), and the Company intends to enter into an Indemnification Agreement with each of its directors and executive officers (each, an “Indemnitee”). The Indemnification Agreement provides generally that the Company will indemnify each Indemnitee and advance expenses to each Indemnitee to the fullest extent permitted under Virginia law, and to provide for continued coverage of each Indemnitee under the Company’s directors’ and officers’ insurance policies. The form of Indemnification Agreement is attached hereto as Exhibit 10.1. The foregoing summary and description of the provisions of the Indemnification Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Indemnification Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 21, 2026, the Company held its annual meeting of of shareholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, the Company’s shareholders approved an amendment to Article III of the Company’s Articles of Incorporation (the “Charter Amendment”), to increase the number of authorized shares of the Company’s common stock from 360,000,000 to 720,000,000. The Charter Amendment was filed with the Virginia State Corporation Commission (the “SCC”) on May 21, 2026 and became effective following the issuance of the Certificate of Amendment by the SCC to the Company on May 22, 2026.

The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Articles of Amendment to the Restated Articles of Incorporation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

Item 5.07    Submission of Matters to a Vote of Security Holders.

At the 2026 Annual Meeting, four proposals were submitted to the Company’s shareholders, including the proposals to approve the Charter Amendment. The proposals are described in detail in the Company’s definitive proxy statement for the 2026 Annual Meeting, which was filed with the Securities and Exchange Commission on April 7, 2026 (the “2026 Proxy Statement”). A quorum of the Company’s common shares was present for the 2026 Annual Meeting, and the final results for the votes regarding the proposals are set forth below.

Proposal 1 - Shareholders elected six directors of the Company to hold office until the next annual meeting and until their successors have been elected and duly qualified. The name of each director elected and the votes cast for such individuals are set forth below:

Name

For

Against

Abstentions

Broker Non-Votes

Byron L. Boston

76,521,638

1,352,641

942,677

61,836,704

Marie Chandoha

76,265,730

1,626,611

924,615

61,836,704

Julia L. Coronado, Ph.D.

76,292,040

1,616,254

908,662

61,836,704

Alexander I. Crawford

76,852,682

1,036,287

927,986

61,836,704

Andrew I. Gray

76,708,074

1,192,421

916,461

61,836,704

Smriti L. Popenoe

76,454,388

1,381,893

980,675

61,836,704

Proposal 2 - Shareholders approved, in an advisory and non-binding vote, the compensation of the Company’s named executive officers as disclosed in the 2026 Proxy Statement. The votes regarding Proposal 2 were as follows:

For

Against

Abstentions

Broker Non-Votes

72,897,804

3,839,581

2,079,571

61,836,704

Proposal 3 - Shareholders approved a proposal to ratify the Company’s selection of Ernst & Young LLP, independent certified public accountants, as auditors for the Company for the 2026 fiscal year. The votes regarding Proposal 3 were as follows:

For

Against

Abstentions

137,254,062

1,538,972

1,860,626

Proposal 4 - Shareholders approved a proposal to amend to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 360,000,000 to 720,000,000. The votes regarding Proposal 4 were as follows:

For

Against

Abstentions

123,760,469

14,097,355

2,795,837

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

3.1

T hird Articles of Amendment to the Restated Articles of Inc orporation, effec tive as of May 2 2 , 2026

10.1

Dynex Capital, Inc. Form of Indemnification Agreement

104

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